A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a legal document that outlines the rights and responsibilities of two or more parties involved in a business relationship. The agreement sets out the details of what information is considered confidential and how it will be protected from disclosure. In Canada, there are several important legal considerations when drafting a confidentiality agreement. Here is a template for a standard confidentiality agreement that can be used in Canada.

Confidentiality Agreement Template

This confidentiality agreement (“Agreement”) is entered into on [date] by and between [Name of Party A], a [type of entity] organized under the laws of [province], with its principal place of business located at [address] (“Party A”), and [Name of Party B], a [type of entity] organized under the laws of [province], with its principal place of business located at [address] (“Party B”).

WHEREAS, Party A and Party B desire to exchange certain confidential information in connection with [describe reason for sharing information]; and

WHEREAS, Party A and Party B each agree to maintain the confidentiality of the information to be exchanged in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Party A and Party B agree as follows:

1. Definition of Confidential Information

The term “Confidential Information” shall mean any and all non-public information that Party A or Party B may disclose to the other, including without limitation, financial information, customer lists, business plans, technical data, proprietary technology, marketing strategies, and other information that is not generally known to the public.

2. Obligations of Receiving Party

Party B agrees to keep all Confidential Information received from Party A strictly confidential, and not to disclose or use such information for any purpose other than as specifically authorized by Party A in writing. Party B shall not reproduce, copy, or distribute the Confidential Information in any manner, except as necessary for its employees and other authorized representatives to perform their duties and responsibilities under this Agreement.

3. Exceptions

The obligations of Party B under this Agreement shall not apply to any Confidential Information that:

(a) is already known to Party B at the time of disclosure;

(b) is or becomes publicly available through no fault of Party B;

(c) is rightfully obtained by Party B from a third party without any obligations of confidentiality;

(d) is required to be disclosed by law, regulation, or court order; or

(e) is disclosed with the prior written consent of Party A.

4. Term and Termination

This Agreement shall remain in effect for a period of [length of time] from the date of execution, unless terminated earlier by mutual written agreement of the parties. Upon termination of this Agreement, Party B shall immediately return or destroy all Confidential Information received from Party A, and certify in writing that it has done so.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [province], and any disputes arising under this Agreement shall be resolved in accordance with the laws of [province].

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Name of Party A] [Name of Party B]

By: _____________________________________ By: _____________________________________

Title: ___________________________________ Title: ___________________________________

Date: ___________________________________ Date: ___________________________________

Conclusion

A confidentiality agreement is an important legal document when it comes to protecting confidential information between two or more parties involved in a business relationship. It helps to ensure that both parties understand their rights and responsibilities when exchanging confidential information. By using the above template, parties can create a customized agreement that meets their specific needs and legal requirements in Canada.